FIRST AMENDMENT TO TVMJG 1996-XXXXXX SQUARE LIMITED PARTNERSHIP SECOND
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
THIS FIRST AMENDMENT TO TVMJG 1996-XXXXXX SQUARE LIMITED PARTNERSHIP SECOND
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, (the "Amendment"), is
made this 29 day of September 1997 by and among Xxxxxx X. Xxxxxx, as
"Withdrawing General Partner", U.S.A. Institutional Tax Credit Fund IV L.P. as
"Limited Partner" and Putnam Homes For America Holdings, Inc. a Nevada
Corporation as "Newly Admitted General Partner."
WITNESSETH
WHEREAS, the Withdrawing General Partner and the Limited Partner
entered into TVMJG 1996-Xxxxxx Square Limited Partnership Second Amended and
Restated Agreement of Limited Partnership dated April 26, 1996 (the Partnership
Agreement");
WHEREAS, the parties hereto desire to amend the Partnership Agreement
to withdraw the Withdrawing General Partner pursuant to Section 6.01 of the
Partnership Agreement and admit the Newly Admitted General Partner pursuant to
Section 6.02 of the Partnership Agreement, as more fully set forth below.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which have been hereby acknowledged, the parties hereto agree as
follows:
1. Recitals. The recitals stated above are incorporated herein as if
they were restated in their entirety.
2. Defined Terms. All capitalized terms shall have the same meanings
attributed to them in the Partnership Agreement, unless otherwise defined
herein.
3. Withdrawal of the Withdrawing General Partner and Admission of the
Newly Admitted General Partner. The Withdrawing General Partner hereby
withdraws from the Partnership and the Newly Admitted Partner is hereby
admitted as the General Partner to the Partnership. All references in the
Partnership Agreement to "General Partner" shall be references to the Newly
Admitted General Partner.
4. Release. The Withdrawing General Partner hereby releases the
Partnership, its Partners, their affiliates, officers, members, employees
and agents, from any and all claims which he may have against them arising
from his participation in the Partnership and/or the Project.
5. Assumption of Obligations. The Newly Admitted General Partner
hereby assumes the obligations of the General Partner under the Partnership
Agreement, as amended hereby, and the obligations of the General Partner in
the collateral documents executed in connection with the Partnership
Agreement. Notwithstanding the above, the Newly Admitted General Partner
shall not be liable for any claim which may result from any action or
inaction by the General Partner which occurred prior to the execution of
this Amendment.
6. Amended Schedule A. Schedule A of the Partnership Agreement is
hereby amended by deleting the name and address of Withdrawing General
Partner and inserting the following:
Xxxxxx Homes for America Holdings, Inc.
000-0 Xxxx 000xx Xxxxxx
Xxxxxxxxx, XX 00000
Fax (000) 000-0000
7. Registered Agent. Section 1.03 of the Partnership Agreement shall
be deleted in its entirety and replaced with the following:
1.3 Principal Executive Offices; Agent for Service of Process. The
principal executive office of the Partnership shall be -----------------.
The Partnership may change the locations of its
principal executive office to such other place or places as
may hereafter be determined by the General Partner. The
General Partner shall promptly notify all other Partners of
any change in the principal executive office. The Partnership
may maintain such other offices at such other places as the
General Partner may from time to time deem advisable.
The name and address of the Agent for service of process is
----------------.
8. Operating Deficits. Section 8.09 (b) shall be amended by deleting
"$100,000" from the seventh line and replacing "$60,000."
9. Certificate of Limited Partnership. Upon the execution of this
Amendment by the parties hereto, the General Partner shall take all actions
necessary to assure the prompt recording of an amendment to the
Partnership's Certificate of Limited Partnership to reflect the withdrawal
of the Withdrawing General Partner from the Partnership and the admission
of the Newly Admitted General Partner to the Partnership. All fees for
filing shall be paid out of the Partnership's assets.
10. Guarantor. The definition of "Guarantor" shall be deleted in its
entirety and replaced with the following:
"Guarantor" means Homes for America Holdings, Inc., a
Nevada corporation, in its capacity as guarantor pursuant to
the Guaranty.
11. Development Fee. The parties hereto acknowledge that any portion
of the Development Fee which was due and owing to the Withdrawing General
Partner for services performed by the Withdrawing General Partner in his
capacity as developer under the Development Agreement has been paid in full
and that such debt to the Withdrawing General Partner has been satisfied.
The Promissory Note which was executed by the Partnership and delivered to
the Withdrawing General Partner shall be endorsed and delivered by the
Withdrawing General Partner to the Newly Admitted General Partner. Such
endorsement and delivery to the Newly Admitted General Partner shall be in
consideration of the assumption by the Newly Admitted General Partner of
the future obligations of the Withdrawing General partner under the
Partnership Agreement.
12. Tax Matters Partner. Section 11.07 of the Partnership Agreement is
amended by deleting the reference to Xxxxxx X. Xxxxxx in the first line of
the Section and replacing it with Putnam Homes for America Holdings, Inc.,
a Nevada Corporation.
13. Capital Contribution of Limited Partner. Simultaneous with the
execution of this Amendment, the Limited Partner shall make an advance
payment of a portion of the Third Installment of Capital Contribution to
the Partnership in the amount of Forty Thousand Dollars ($40.000) to be
spent by the Partnership in accordance with the Schedule of Expenses
attached hereto as Exhibit A.
14. Titles and Captions. All captions in this Amendment are for
convenience only, and shall not be deemed to be apart of this Amendment and
in no way define, limit or describe the scope or intent of any provisions.
15. Severability. The invalidity, in whole or in part of any provision
of this Amendment shall not affect or invalidate any remaining provisions.
16. Governing Law. This Amendment shall be construed in accordance
with and governed by the laws of the State of Connecticut.
17. Further Assurances. The parties hereto shall execute and deliver
all other documents, provide all information and take or forbear from all
such action as may be necessary or appropriate to achieve the purposes of
this Amendment.
18. Partnership Agreement. The terms and provisions of the Partnership
Agreement shall continue in full force and effect except as expressly
modified herein. Conflicts between this Amendment and the Partnership
Agreement shall be resolved in favor of this Amendment.
IN WITNESS WHEREOF, this First Amendment to TVMJG 1996-Xxxxxx Square
Limited Partnership Second Amended and Restated Agreement of Limited Partnership
was executed by the parties on the date first above mentioned.
WITHDRAWING PARTNER:
/s/ Xxxxxx X. Xxxxxx
-------------------------
Xxxxxx X. Xxxxxx
LIMITED PARTNER:
U.S.A. INSTITUTIONAL TAX CREDIT
FUND IV L.P.
By: Xxxxxxx U.S.A. Tax Credit L.P. its
general partner
By: Xxxxxxx U.S.A. L.L.C., its general
partner
By:
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
NEWLY ADMITTED GENERAL PARTNER:
PUTNAM HOMES FOR AMERICA
HOLDINGS, INC.
By: /s/ Xxxxxx X. XxxXxxxxxx
-------------------------
Name: Xxxxxx XxxXxxxxxx
Title:President
